Project: Leviathan
by cdog1917
Summary: Taran, Ahsoka, and Anakin are on vacation, but as with all their things it is cut shortby yet another Separatist plot, this time involving a mythical monster thought to have disappeared. Padme is introduced for the first time
1. Secret Project

(Separatist Planet)

Dooku stood outside on one of his private palaces on an unknow Separatist-controlled planet. He was in a meeting with Nute Gunray, Poggle the Lesser, San Hill, and Wat Tambor.

"So you say, Viceroy, that this new creation will work?" said Dooku.

"It will, my Lord. This new project will help crush the Rebublic's navy, and their armies," said Gunray proudly.

Poggle said something in Geonisian that translated would be, _"And when will it be unleashed?"_

"Soon, Poggle, soon. We are still trying to work at it so that will understand our orders," said Hill.

"Once it is unleashed, it is near impossible to stop," said Tambor.

"So we have an agreement then?" said Dooku. All hands were raised in favor.

"Good, now we just figure out who to test it out on," said Gunray.

"The capitol of the Republic, Coruscant?" sauggested Hill. Murmurs of disagreement.

"The Republic ship-building planets?" said Tambor. Still no agreement.

_"The Republic forces still on my planet?" _said Poggle angrily. Definitely no agreement.

"I know who," said Dooku.

"Who, Lord Tyranus?" said Hill.

"As you know, there is a Republic Army that's been a thorn in our sides for months now. This army has thwarted all our attempts and ideas time and again. I suggest we test it out out on them," said Dooku.

"Who?" said Gunray.

"The Third Systems Army," said Dooku. Two of the other members looked confused.

"And what signifigance are they Count, they are just clones," said Tambor. Poggle was the only one who knew what Dooku was talking about.

"This is the army led by Kenobi and Skywalker," said Dooku. At once, everyone knew. They knew about Obi-Wan and Anakin's history, as well as Ahsoka's. The new addition in the shape of Taran had made their exploits even more unfavorable.

_"Yes, without them the Republic forces will be tinned and their morale battered," said Poggle. _

"Exactly, and our triumphs in this war will go even further without any interruptions," said Gunray.

"So, do we have a vote?" said Dooku. All the members their raised their hands.

"Good, then it is decided that the first test of our experiment is Kenobi, Skywalker, Tano, and Cyneran," said Dooku. "How long until the project is complete?"

"As we said, we are trying to tame it, but it should be ready in three days," said Gunray.

"Is this the quickest it can be done?" said Dooku.

"Unless you would have us risk deploying it noe, and then it will wreak havoc on not just them, but our forces as well," said Hill. Dooku groaned.

"Fine, three days, then it will be unleashed," said Dooku. The members bowed their heads and left, all except Poggle.

_"Once their gone, the Republic will crumble and you along with Darth Sidious will rule," _said Poggle.

"Yes, it is just unfortunate that they will have to die so gruesomely," said Dooku.

_"It is a pity, but much must be sacrificed in war," _said Poggle. He left, leaving Dooku alone. Dooku looked out onto the fields of his palace, smiling.

_"In just one week Kenobi, you and Skywalker along with your brats will meet a gruesome end," he thought. _


	2. Relaxing

Meanwhile, on the planet Naboo four familiar faces were getting ready for one week of leave, in luxury.

"I can't believe this, one week of vacation due to less Sep attacks and grueling, backbreaking fighting," said Taran.

"I can't believe Senator Amidala is letting you all use her residential house in the Lake Country," said Obi-Wan.

"I can," said Anakin.

"I can't wait to feel the sand and just chill," said Ahsoka.

"Diddo on that. It's a shame you can't come with us Master," said Taran.

"Believe me, vacations are something I'm not really into. Besides, I can't just let the army go and drift off for a week," said Obi-Wan. As they conversed an average height woman walked into the hallway. Anakin felt his heart do a frontflip when he saw Padme, the Senator of Naboo who was secretly his wife.

"Well, I can see that you guys look ready," she said. This was the first time Taran would meet her. Ahsoka had met her during the Blue Shadow Virus crisis and after that the two stayed in touch.

"It is great to see you too Senator," said Obi-Wan. Anakin just smiled at her, and she returned it.

"And I see you've brought your Padawan learners," she said. Taran and Ahsoka smiled and bowed.

"Master Obi-Wan, are you sure you don't wish to stay?" said Padme.

"Yes I'm sure. I need to get back to the Council while the Arny is resting up," he said. Obi-Wan bowed and left the three to the Senator.

"When will he lighten up and just relax a little?" said Padme.

"I think when the time comes we'll be old," said Anakin.

"Well anyway, time to show you guys to the house," said Padme. They got on a small hovercraft that took them to some islands in the middle of a lake connected to the land by bridges with green, rolling plains and beautiful waterfalls dotting much of the landscape. Shaak (those elephant-looking creatures with fat bodies) populations grazed along the meadows. Taran had never seen anything so beautiful in his life. It was like looking into a drawing by a great artist come to life. They arrived at Padme's villa in half an hour.

"Well, this is it. Your rooms are already furnished and I'll have you one to a room," said Padme. They left to go their rooms and unoack the few belongings they could carry. Taran had brought his sketch book and four bending scrolls for each element sent to him as a gift from Long, who was fighting in the galaxy somewhere. He took the scrolls outside and opened them up to practice Airbending. The first one was an Air Dome. To do this he had to bend the air around him until it formed a protective dome of air around him. Taran bended the air easily. Next was the Air Swipe. Taran bended some rocks in front of him until it looked like a crude version of a battle droid. He looked at it, visualized the attack, summoned some air to him, and creating a slash of air that cut the rocks in half. He was about to start on the Waterbending scroll when he was interrupted by a voice.

"You know the point of vacation is to relax," said Ahsoka coming from the villa.

"True, but it's also the time to do the things you need or want to do in your spare time," said Taran. Ahsoka thought about it and nodded.

"True, so what are you learning?" she asked.

"Learning new techniques in air," said Taran.

"How are benders able to do this kind of stuff?" said Ahsoka coming closer to him.

"We really don't know, it's something we're born with. Our task is to make our world better using our gift," said Taran.

"Oh," she said.

"Were you planning on something," Taran asked.

"Actually I was, do you wat to go see the waterfalls with me?" asked Ahsoka. Taran smiled.

"Sure I'll go," he said.

* * *

"Taran seems like a nice boy," said Padme to Anakin as they lounged on a couch.

"He is, though at first I thought he would be trouble. He proved me wrong after he helped us," said Anakin.

"Is it true, all the things he's been through?" said Padme.

"Yep, hit by Force lightning, shot, possessed, and beat up," said Anakin.

"He's a tough boy," she said. They watched as Taran did his airbending outside, and then saw him walk off with Ahsoka.

"I wonder where they're going?" said Anakin.

"I don't know, but it looks likethey'll be gone for a majority of the day," said Padme as she looked up seductively at Anakin.

"Which means the place will be all to ourselves," said Anakin. They pulled into a kiss, but broke apart when they heard someone walking in.

"Master, me and Taran are going to see some of sights," said Ahsoka.

"Sure thing, take as much time as you like," said Anakin. Ahsoka smiled and left.

"Now I think they'll be gone for awhile," said Anakin.

"You know exactly the right things to say," said Padme. She kissed him again and got off the couch.

"I'll get the algarine (wine) you bring everything you got," she said. Anakin smiled and followed her into the bedroom. When he got there she was lying on the bed, the algarine in some ice.

"Now, where were we?" said Anakin. Padme pulled him down into a kiss and the rest is clear from there.


	3. Afternoon Swim

Taran and Ahsoka got to where the waterfalls were. Taran brought his sketchbook to draw the beauty the region ahd to offer. He would draw later so that he could spend more time with Ahsoka.

"So we're here. Now what do you want to do?" said Taran. He watched in shock as Ahsoka began to take her outer pants off, leaving her top on and her bottoms on. She turned around to see Taran looking at her with his mouth aslack.

"Are you just going to stand there or are you going to swim?" she asked. Taran snapped back into reality and took his tunic and and pants off, leaving him in his boxers. The two jumped into the water, reveling in the coolness on their swam around, letting the water glide along their bodies. Taran dived underwater, opening his eyes to the wonders of the lake. He saw fish dart around him and other various creatures. He even saw a baby sando aqua monster swimming happily along. Taran hoped that he would never see the creature grow any bigger since it was already two feet tall. As he looked on he saw the baby go under the waterfall. Taran motioned to Ahsoka to follow him. They came to a cave that was situated behind the waterfall. Looking around Taran saw that the baby had went through a vent.

_"It must go to the planet core," he thought_, knowing that the species thrived in the deep, dark waters of the planet's core. There was a little bit of a slippery black rock floor above the surface of the water. Taran swam up to it and got on top of it, breathing from holding his breath so long. Ahsoka followed him and rested beside him. In the cave they found some cave paintings and various cave-dwellers.

"This place is so beautiful," said Taran.

"I know, we should come here more often," said Ahsoka. She put her head on Taran's chest and began to rub his belly. Taran began to run his fingers along her lekku.

"You know today's our three month anniversary," he whispered.

"You're right," she said lifting herself up and looking at him. She brought her lips to his and they began to kiss. The kiss was like repeated kisses over and over. Their lips locked and they were like that for ten seconds. Ahsoka put herself on top of him and then, cautiously, Ahsoka slid her tongue in his mouth. His tongue brushed against hers and retreated for a second, but then started to brush hers. They fought for dominace and Taran was about to win before Ahsoka started to run her hand across his chest, making him lose his concentration and letting her claim victory. She explored his mouth first, memorizing every detail if the inside. She let his tongue explore her mouth, letting his run against her teeth and her tongue. After exploring the two forgot to breath and pulled apart, trying to catch their breath. Once their breathing was regained Taran flipped them over so that he was on top. He kissed her again and ran his hands down her sides, gaining a pleasured moan from Ahsoka. Then, Taran thought of idea. He firebended his hands enough so that no flames were lit but his hands were warm and ran them along her sides once again. Ahsoka relished in the feel of his hands along her sides wrapped her arms around his neck, pull their kiss in deeper.

Taran took his lips off of her and began to kiss around her neck. Ahsoka let out pleasured moans as he began to nibble and suck around her neck and nibbled her ear a bit. Then, he did something that made Ahsoka writhe under him. He brought one of her lekku to his mouth and licked the tip, causing her to clutch his shoulders. He then began to lick up and down it, which caused the same effect. After his assault upon her lekku he went back to kissing her.

Despite this the two knew they weren't ready for sexual contact yet so they kept it strictly on kissing and touching, nothing else. After their makeout session of thirty minutes they got off each other and swam out of the cave they were in. They got out of the lake and dried themselves off using the sun. Ahsoka cuddled up next to him.

"I could stay like this forever," she whispered.

"I want us to last forever," he whispered back. They pulled into another light kiss. He got up to get there clothes by the lake, but then summoned a wave using his Waterbending and splashed it onto Ahsoka. Sputtering she turned to him, who was trying his best to look innocent. She used the Force to levitate him and flung him into the water. When he surfaced she was laughing.

"You are so going to get it," said Taran. He bended what looked like tentacles at her, which wrapped around her arms and legs and sent her flying into the lake too. She landed next to him, but didn't surface. Curiously, Taran went to where she had landed, but was pulled under the water by her. As he looked he saw her laughing at him underwater. He laughed too and the pair surfaced above the water, laughing at each other. They pulled close to one another, wrapped their arms around the other, and kissed each other with passion. They stayed like that for a few minutes before they saw the sun starting to dip down into the evening. Getting out Taran dried himself and Ahsoka with his Airbending. The tow put on their clothes and walked back to the villa about twenty minutes away.

"Happy anniversary Taran," said Ahsoka.

"Happy anniversary to you too," said Taran.


	4. Trying To Go Unnoticed

When Taran and Ahsoka got back they saw that the villa was empty.

"Where did they go?" said Ahsoka.

"They might have gone off to see the scenery too," suggested Taran.

"Master," said Ahsoka. As if on cue Anakin and Padme walked out of a room, looking a little flustered.

"Hey there you two, when did you get back?" said Anakin.

"About a minute ago," said Taran. "Where were you two at?" Anakin and Padme blushed.

"Umm," began Anakin.

"We were talikbg about old times," said Padme.

"Oh, okay then," said Taran. As they made to leave Anakin stopped Ahsoka.

"Ahsoka, what's that on your neck?" he said motioning to a red patch on Ahsoka's neck. Anakin didn't know it but when the two were making out Taran had left a hickey on her neck.

"Ummm, I must have hit my neck on some rocks while swimming," said Ahsoka blushing redder than she normally looks. Anakin raised an eyebrow, but didn't say anything.

"Hold on, Master Anakin what's that on your neck?" said Taran. Anakin had a hickey on his neck too.

"Ummm, allergic reaction?" Anakin. Padme just slapped her forhead.

"Ooookay," said Taran. "Well I'm going to bed, see you all at tomorrow," said Taran. He entered his room and got onto his bed, testing the softness and flexibility. Then he took his tunic and pants off and lay in the bed. The sound of shaak outside and the sound of the water surrounding them seemed to lull him into a spell of bliss. In the middle of the night he got out of his bed to get a drink of water. He went to the kitchen sink to pour a glass. Little did he know was that he interrupting one of Padme and Anakin's 'private sessions.' He didn't even see that the two were in there and just drank his water and left.

"That was too close," said Padme.

"I think we should keep this down," said Anakin.

"Agreed," said Padme.

"But first, can we finish up?" said Anakin slyly. Padme giggled and they continued.

* * *

The next day everyone stuck mostly too themselves. Taran was drawing, Ahsoka was meditating, Padme was finishing some work for the Senate, and Anakin was, well being Anakin. Outside he was watching as Taran finished his sketch and was turning to go back into the villa. Actually, instead of going in there, he walked straight over to Anakin.

"Skyguy, can I talk to you for a minute?" said Taran.

"Umm, okay," said Anakin. They sat on some benches facing each other.

"I want to talk to you about attachments," said Taran.

"What kind?" said Anakin.

"The romantic kind," said Taran.

"Oh, what do you need to know?" said Anakin.

"Why does the Order keep us from falling in love with others?" said Taran.

"I really don't know, it has to do with letting go so that it doesn't draw you in to the dark side," said Anakin.

"But how does it do that?" said Taran.

"I don't know," said Anakin. "Is there this girl who you like but your relationship is forbidden?" Taran just blushed and looked away embarassed.

"Oh that's it. Well I can't dictate your life, but you're free to do what you think is right," said Anakin.

"Thanks. Your good at these kind of thoughts, it's like you already did something like this," said Taran. Anakin went wide-eyed.

"What do you know about that?" said Anakin, shocked.

"Nothing really," said Taran. He got off the bench and preceded to leave.

"Taran, did you see anything last night?" said Anakin.

"No, I was just getting a glass of water. I did here some giggling so I thought you and the Senator were telling jokes or reminiscing," said Taran. When he left Anakin heaved a sigh and relaxed.

"That was too close."

* * *

"So Senator Amidala, how long have you known my Master?" said Ahsoka.

"I've known him sice he was ten," said Padme.

"Oh, so you are good friends then?" said Ahsoka.

"Yes, really good friends," she said.

"Can I ask you something?" Ahsoka asked.

"Sure, what is it?" said Padme.

"Have you ever been in a secret relationship?" asked Ahsoka. Padme tensed up a bit, not wanting to tell her the real thing, so she brought it up as a long ago matter.

"I was, but it's different now," she said.

"Did you really like him?" she asked.

"Yes, I still do, but we both have a duty to do," said Padme.

"Oh, so was that spot on Anakin's neck really from allergies?" said Ahsoka.

"Was your mark from hitting against some rocks?" said Padme. An understanding came between the two.

"Let's not get too into this," said Padme.

"Agreed," said Ahsoka.

* * *

That night at dinner there was a five course meal for them prepared by a fine, Naboo chef. The food was delicious and everyone thanked the chef, who got so many compliments that he blushed madly for the rest of the night. Dinner conversation ensued.

"So, Taran, what's it been like for you since you were assigned to Obi-Wan?" said Padme.

"Oh it's been wonderful, _painful _even," said Taran.

"So when were you brought to the Temple?" Padme asked.

"When I was one," said Taran. "My parents were killed."

"Oh, that's so sad. By who?" said Padme.

"Bane," said Taran, putting some venom in when he spoke the name.

"That bounty hunter needs to be stopped," said Padme.

"I take it the two of you have met?" said Taran.

"Once, I was held hostage by him before Anakin saved me," said Padme.

"After I had been knocked out and you gave me back my lightsaber," said Anakin.

"How did she have your lightsaber?" said Taran.

"I....dropped it on the floor and she picked it up," said Anakin. Taran and Ahsoka knew the odds of Anakin losing his lightsaber that easily, but they decided to let it slide.

"So, how long have you and Ahsoka known each other?" said Padme.

"Since we were six," said Taran.

"And how did you two meet?" she said.

"It's actually a funny story. We bumped into each other when I was using the restroom. The door was broken so she offered to stand there while I went. Thank the Force I only had to use number 1," said Taran. There was a round of laughter from everyone.

"I understand you were possessed by a Sith Lord a month ago. How did you break free?" said Padme.

"Easy, Ahsoka beat the crap out of me," said Taran.

"It was the only way Senator," said Ahsoka.

"It still hurt," mumbled Taran.

"And is it true you are the Avatar?" said Padme.

"In the flesh," said Taran. The chef was coming back with some water, but he hit one of the steps and the water spilled onto the floor. Taran bended it up and sent it back into the pitcher.

"That's amazing," said Padme. "What else can you do?"

"I can bend fire (causes the flames in the fireplace to shoot higher), air (a gust of wind blows through the dining room), and earth (a spire of stone comes out of the ground outside a window and then goes back to it's previous position).

"You must have mastered it," said Padme.

"Not all the way, I'm still training," said Taran.

"How do you like the Lake Country so far you two?" asked Padme.

"It's amazing," they both said.

"I'm glad you both appreciate it," said Padme.

"We found an underwater cave behind one of the waterfalls," said Taran.

"That's good, most of the waterfalls here have ancient caves where our people first established themselves here," said Padme.

"It's a nice place, we should come back more often," said Taran. Anakin's holoprojector came on and he turned it on, revealing Obi-Wan.

"Obi-Wan, what is it?" asked Anakin.

"Unfortunately bad news. We've got intel that the Separatist are working on a secret project and I need you guys to come here immediately," said Obi-Wan.

"Obi-Wan, we just got here," said Anakin.

"The Council says you need to come now. Obi-Wan out," said Obi-Wan. The holoprojector turned off.

"We have to leave Padme," said Anakin.

"I can take you on my ship," said Padme.


	5. Discover the Weapon

Padme's Naboo yacht was still going through hyperspace to the fleet. Whilst traveling Taran went through all the ship's schematics, oohing and awwing over the ship's technology. He was even greeted by a friendly purple astromech droid while looking at the ship's engines. The trip to the fleet was going to take five hours so everyone just chilled. On the floor Taran was playing chess with Anakin, the two using the Focrce to block out their thoughts and to move their pieces while Ahsoka and Padme just read some books. Everything was going great, except Anakin beat Taran by taking his queen and trapping his king. Taran just shrugged off the loss and the two started another game. In those five hours Taran learned a lot about Padme: she was independent, very outspoken, wasn't afraid to speak her mind, yet she always maintained a good nature to anyone, even her enemies. After they dropped out of hyperspace Padme landed the ship into the hangar of the _Resolute _as if the process wasn't hard in the slightest. They climbed out of the shuttle to be greeted by Rex.

"Hey kid, how was vacation?" said Rex.

"It was good, while it lasted," said Taran.

"Wish they gave us leave. Sir, General Kenobi is waiting on the bridge for you?" said Rex.

"We're on our way," said Anakin.

"I can come with you," said Padme.

"Padme, this is just for us," said Anakin.

"You know I can be some help, remember the _Malevolence_?" said Padme.

"You weren't even suppose to be there in the first place," Anakin pointed out.

"True, but I still covered you guys on the _Twilight_," she also pointed out. Anakin sighed, then agreed that she could come. The group along with Rex entered one of the ships elevators to the bridge. While they were ascending the elevator music was playing.

"We need some new music in here," mumbled Taran. When they elevator stopped and opened up Obi-Wan along with Admiral Wulffe was waiting.

"Good to see you back so soon, and you too Senator" said Obi-Wan.

"Of course you were," said Anakin. "So what's up?"

"Our intelligence spies have discovered news that the Separatists are working on a huge project, the likes of which hasn't been seen in a milennia, until now," said Obi-Wan.

"What could it be?" said Ahsoka.

"The spies only found out one thing about it. It's called Project Leviathan," said Obi-Wan.

"That definetly doesn't sound good," said Taran.

"As the name suggests, this new project is immense and will threaten all that we've gained in the war," said Obi-Wan.

"So what's the plan?" said Anakin.

"The plan is this. The Separatists are working on their project on the planet Mon Calamari," said Wulffe.

"I thought Master Fisto took that planet for the Republic?" said Anakin.

"He did, but there are a few Quarren on the planet who are very tricky characters. They worked on the project in the ocean depths," said Obi-Wan.

"So how will we get there?" said Anakin.

"We'll land the _Resolute _on the surface of the water above the Quarren-Separatist base. Once there you, me, Taran, Ahsoka, Rex, and Cody will sneak down into the base via submarine and destroy the project before it can see the light of day," said Obi-Wan.

"Wait, Master Kenobi, I wish to take part in this mission too," said Padme.

"Senator, this mission is very dangerous and for you to be killed in it will send shockwaves throughout the Senate," said Obi-Wan.

"Ditto on that," said Anakin, though he meant for another reason.

"I know the risk, but I'd rather come and help you then stay locked up on this ship waiting," said Padme defiantly.

"Padme, please," said Anakin.

"Anakin, you know I'm not one for being shut up in some place," she pointed out.

"Okay then, but please stay back if we run into any trouble," said Obi-Wan.

"Agreed," said Padme. Anakin looked like the sky had fallen on him.

"Admiral, chart a course for the Mon Calamari system," said Obi-Wan.

"Yes sir," said Wulffe.

* * *

"All the names to choose for a project, but why would the Seps choose leviathan?" said Ahsoka talking with Taran in his room. Taran was reading a book called "Legends and Myths of the Galaxy."

"According to the book the Leviathan in mythology is a gigantic creature with thousands of tentacles. It goes by many names but it's prefered name is Leviathan, or Kraken on some worlds like mine. It eats anything using it's tentacles to catch it's prey and draws it in to the most hideous mouth anyone has ever witnessed, and each tentacle able to take down a starship going at maximum speed with ease. It can attack it's prey in the ocean and has the ability to travel into space," said Taran.

"You don't think they're making something like that do you?" she asked.

"It'll probably be just a mechanical recreation of it. But the thing is it use to be a real creature," said Taran.

"What do you mean?"

"This old spacer told me that he found a holo-recording of a ship being destroyed by the Leviathan a thousand years ago according to the age of the disk," said Taran.

"What happened to it?"

"I dug into some files of the Jedi Archives and they said it was killed during a space battle, but during the battle an egg detached from it's body and launched into space, never to be seen again," said Taran.

"Do you think the Seps might have found it?"

"Who knows, in fact the project just might be another _Malevolence_, only bigger. Let's not get our bad luck hopes too high," said Taran.

"True," said Ahsoka.


	6. Spying

(Quarren-Separatist Base)

"Is the Republic coming?" said Dooku.

"Yes my Lord," said the Quarren leader Sys Tarnto.

"Good, have the beast ready on my command. This will see the end of those meddlesome Jedi," said Dooku.

* * *

The _Resolute _landed on the surface of the water in a huge splash. So far, the stealth wasn't going so well. The seven 'spies' went into the sub pod and just as quickly as they loaded onto it they were off into the depths of the ocean, searching for the hidden base. The murky depths held creatures of all shapes and sizes, some small and friendly, others big and menacing. Thank the Force the sub was fast. After about two hours of searching they were getting a bit restless.

"I swear we just passed that coral reef," said Rex.

"How can you tell, they all look the same," said Taran.

"Where could that base be at?" said Anakin.

"Knowing the Separatists it should stick out somewhat?" said Obi-Wan.

"Like how?" said Anakin.

"I don't know, just look for something that shouldn't be there," said Obi-Wan.

"Master Kenobi, what about that cavern in front of us?" said Ahsoka.

"What do you mean?" said Obi-Wan.

"I mean look at it compared to the rest of the reef," she said.

"She's right," said Padme. The cavern looked like it was just delved, especially with the fragments of coral strewn over the entrance.

"Good eye youg one," said Obi-Wan. He brought the sub into the cavern. At once the coral walls were replaced by metal ones. At the end of the cavern turned sharply upwards. Driving carefully Obi-Wan brought it up and soon the sub surfaced into a cavern full of air and a metal floor leading to a network of tunnels. Obi-Wan parked the sub up to loading station nearby and everyone disembarked.

"Now everyone, we have to do this as fast and silently as possible. Now everyone splits up, Anakin with Padme, Ahsoka with Cody and Rex, and me with Taran," said Obi-Wan. "Go down the hallways, they'll probably link up somewhere with the main part of the base." Everyone went where they needed to and Taran found himself alone with Obi-Wan. They advanced cautiously down the halls, mindful that anything could pop up at anytime. They held their lightsabers in their hands but did not activate them, fearful that the glow from them would alert the security forces to their presence.

"Master, do you feel something?" said Taran.

"What do you sense Padawan?" said Obi-Wan.

"I feel something big and evil, yet I can't think of what it is," said Taran.

"Clear your thoughts, let the Force flow through you and the answer will come to you," said Obi-Wan. "Hold it!" He pressed Taran to a corner along with him. A squad of battle droids passed in front of them, not even noticing the two.

"Did you see the beast in the main chamber O94?" said a battle droid.

"Yeah, it was huge. I don't even know how the Jedi can handle it," said the droid. They passed on, not even noticing Taran and Obi-Wan sneaking past right behind them. Obi-Wan wove their way through the intricate tunnels, avoiding security droid forces to get to the main chamber. At one point Obi-Wab got lost.

"Typical, now we'll never get to the chamber," said Obi-Wan.

"I know how, we have to keep going down this hallway and make a right to the second hall on the left and keep going. It'll be there," said Taran.

"And how do you know this?" said Obi-Wan.

"I read the map on the wall," said Taran pointing to the map indicating where they were.

"Oh, right then, carry on," said Obi-Wan. This time it was Taran who was leading him. At the end of the directions he gave they found a metal door.

"Shall we?" said Obi-Wan.

"I'm afraid so Master," said Taran. They burst through the door to see a wreckage of droid parts and debris strewn around the floors and the others in the room, looking as if nothing happened.

"What took you guys so long?" said Anakin.

"We got lost," said Obi-Wan.

"Didn't you look at the maps in the hallways?" Taran choked back a laugh while Obi-Wan blushed red from embarassment. "So where is the Leviathan?"

"We don't know, we came in here, took out the droids, but nothing was in here," said Anakin. "We don't know where else it can be?"

"How about you pay attention up here," said a cold, commanding voice from a platform above. Everyone turned to see their least favorite person in the galaxy, Dooku.

"It seems you have found out about my top secret project. No well, you'll be testing it out soon enough," said Dooku.

"The only thing we'll be testing Dooku is how well you can hold up in a cell," said Anakin.

"Typical Skywalker, always the talk and no action," chided Dooku. Anakin snarled.

"Oh, and good to see you too Senator Amidala," said Dooku.

"The pleasure's not mine Dooku," Padme responded coldly.

"And also your pet Tano, and you Cyneran. It seems that you keep alluding death no matter who I send. Well I'll see if you can allude death one more time," said Dooku. He threw a black chip at Cyneran, who caught it not knowing what it was. As he held it it burned red hot in his hands until Taran dropped it from the pain, leaving a black mark in his palm.

"I'll trust you will find out what tat is for in a moment. But for now I will reveal to you what the project is. For too long you meddlesome Jedi have stopped my plans time and again. But once this creature is unleashed, you will find that you will be no more as it devours you," said Dooku. "And the only way to stop it is to surrender or the boy must choose to sacrifice himself."

"Sorry, suicide is not one of my traits," said Taran.

"You'll see Cyneran, when the time comes you will make a choice," said Dooku.

"Enough games Dooku, now where is the Leviathan?" yelled Obi-Wan.

"That's an easy question Kenobi. It's right behing you," said Dooku. Everyone turned to the 20X25 glass window. It was all black, despite being in the ocean.

"I don't see anything Dooku," Anakin.

"That's because it's not awake. But not for long," said Dooku. He held up a switch and flicked. At first nothing happened, except that the room turned a shade of red. Taran looked around for the source of the light, knowing that the room was semi-dark. When he turned around back to the window and froze.

"Padawan, what's gotten into you?" said Obi-Wan. Taran couldn't say anything, but just pointed to the window. Everyone turned and saw the most terrifying sight they had ever seen, In the window was a huge, red eye that gave off a flourescent red glow. It's black pupil was fixed onto them, looking at them intently.

"As you can see, the Leviathan, or Kraken, is bigger than you can ever dream. It's thousands of tentacles will make short work of your ships. Oh and by the way, it's hungry," said Dooku. He opened a door and a multitude of tentacles came flailing in.

"Dinner's served."


	7. The Beast

The tentacles made for them, slinking and slithering up to them. Their only way out was to retreat for the tentacles were too big.

"Everyone, fall back to the sub," said Obi-Wan. Everyone ran for the nearest exit, seperating themselves from each other. Taran took off down the hall Obi-Wan went down, a few of the tentaces following him. The tentacles green and blue clutches tried to desperately grab it's next meal, but Taran deicided that he was not going to be that next meal. Down the hall he went, the tentacles trying as hard as they could to get him. At one time he slipped on the wet floors if the base and was also caught if he hadn't bended a gust of air that sent him ahead of the creature's grasping arms and out of harm's way. He quickly got up and took off, the tentacles not far behind him.

At one intersection he ran, literally, into Ahsoka. They got up quickly and dashed off as fast as they could, being chased by their pair of tentacles. As they neared another intersection a door in front of them closed. Seeing that they were trapped until one of them cut a hole through the door they activated their lightsabers and turned toward the pursuing tentacles. Taran hacked one off, but was terribly surprised when he cut off flesh and not metal.

_"Dooku found the lost egg!" he thought. _He wasted enough time in shock that a tentacle threw him to the wall. He hit into it with a THUD and got back up in time for the tentacle to smash where he had just been a few seconds ago.

"Taran, cut the door," yelled Ahsoka as she fended off the tentacles. Taran summoned his lightsaber back to him and began slicing a hole through the door. He knew that if he didn't open it fast enough that Ahsoka would be overpowered by the tentacles and they would drag her off to the creatures maw, where she would die a horrible, painful death. He cut through the door, making a smoking hole in it. He jumped through and whistled back to Ahsoka, who chop off a part of another arm and dove through. Taran bended the water on the floor and placed in the hole to freeze, trapping the tentacles in the other side of the door.

"That should buy us a few minutes," said Taran as him and Ahsoka ran down the hall. The tentacles crashed through the ice hole. "Did I say a few minutes, I meant a few seconds." They continued down the hall, chased ever so much by the heaving mass of tentacles pursuing them. They turned a corner and met up with Cody and Rex, who's guns were smoking from firing at the tentacles pursuing them, but by the looks of the wounds on the tentacles they didn't take much damage. Only black scroches on the flesh were the results of the blaster fire the tentacles sustained.

"We got to go now!" said Rex as he began firing at the tentacles now chasing the group. They ran down the hall as fast as they could, never turning back.

Meanwhile elsewhere...

Padme and Anakin were running down another hallway, Padme shooting at the tentacles chasing them as well. Rounding the corner they came up to Obi-Wan who was running from his fair share of tentacles.

"This is bad Obi-Wan, have you seen the others?" said Anakin.

"No, I haven't seen them since we split up," said Obi-Wan as the trio raced down the hall.

"I hope they're alright," said Padme. They got to a hallway where the door was closing and managed to slide under it. The tentacles, not really knowing if the door was there, kept going, but they were caught by the closing door and the top parts of the tentacles were sliced off, the bottom halves flailing with yellow and red blood squirting from their stumps. The trio got to the sub, but noticed that the others weren't they're yet.

"I'm going back," said Padme, racing down the hall.

"Padme, no. It's too dangerous," said Anakin. Padme turned around to tell him she had to, but she didn't notice a tentacle coming from behind her. It grabbed her ankle and she fell to the floor. The tentacle began to drag her away.

"Padme!" screamed Anakin. He rushed down the hall to try and get her, but the tentacle was dragging her away too fast. Padme fought to free herself, but to no avail. Just as it seemed that she would be dragged off, a green lightsaber flicked out from another hallway and cut the tentacle holding Padme. The rest of the tentacle flailed away while the severed limbtwitched violently. Taran helped Padme to her feet and everyone else ran to the sub at the end of the hall. Once they were in Obi-Wan sped off and soon the sub was zipping through the corridor to the _Resolute_. Once they got out of the tunnel they saw another sub speeding away. A message hailed them from it.

"Tell Cyneran that his blood is on your heads," said Dooku. His sub zipped away from the others, disappearing into the ocean depths. Everyone turned their heads to see the Separatist base being torn apart by the thousands of tentacles of the Kraken. As they zoomed away back to the _Resolute _they saw the body of the Kraken. It's head was like that of a squid, but it's gaping mouth had claws around it and behind them were rows of jagged teeth. It was so big it looked as big as the _Resolute_ and other Venator-class Star Destroyers, and even bigger.

"We have to get back to the ship and take off as soon as possible," said Obi-Wan. Without further hesitation the sub speeded off, away from the grasp of the Kraken.


	8. Kraken Attack Part 1

The sub surfaced and made it's way to the hangar of the _Resolute_. Once inside they made their way to the bridge.

"Admiral, prepare the ship to take off now," said Obi-Wan.

"Will do," said Wulffe. "Take off." The bridge crew of the _Resolute _readied the engines and the ship was beginning to pull out of the water. Just as it looked like they were safe the ship lurched, causing everyone to stumble and fall down. The ship crashed back into the water.

"What was that?" said Wulffe. Obi-Wan flicked on a camera attached to the bottom of the ship and he saw the Leviathan, it's tentacles clinging to the bottom of the ship.

"Get the gunnery crews to the turbolasers and have a company of men protect the hangar doors," Obi-Wan commanded. The alarms on the ships rang and the men rushed to their stations. Taran, Ahsoka, and Rex ran onto the top of the deck with Torrent Company whilst the rest of the clones took positions near the turbolasers on the broadsides of the ship. Anakin and Cody commanded here, along with Obi-Wan. Anakin had convinced Padme to stay on the deck with Wulffe.

"Wait for my signal to fire," said Obi-Wan. The blast doors in front of the turbolasers opened up as the canisters were loaded into the cannons. When they were opened and the turbolasers ready the crew watched in horror as one tentacle in front of every door started to slide up to the top of the ship. Soon the tips were sliding to the people stationed on top. Taran pulled out his comlink on his wrist.

"Master?" he said trying to contain his fear.

"Hold," said Obi-Wan to the gunnery crew, all wanting to fire as soon as humanly possible.

"Master?" said Taran a bit more agitatedly as the tentacles made their way closer to them on both sides.

"Hold," said Obi-Wan.

"Obi-Wan I think we've held fire long enough," said Anakin.

"Master?!" yelled Taran as the tentalces were nearly on them.

"FIRE!" roared Obi-Wan. The cannons on the broadsides fired their deadly load, and reloaded to pour more fire on the tentacles. The meat of the tentacles were fried off from the sortie and chunks of meat began to fly off as they were hit repeatedly. After the cannons had got off three devastating shots the tentacles retreated back into the water. Everyone cheered as they saw them leave.

"It'll be back, brace yourselves for the next attack," said Obi-Wan.

"Obi-Wan, do you have a plan?" said Anakin. Obi-Wan thought, but then shook his head. At that moment the ship lurched again.

"Not good," said Ahsoka. he was right because the tentacles lurched out of the water and launched into the cannons. Cannons were toppled and men were thrown around as the tentacles tore apart the gunnery deck. After the initial damage was done the tentacles began to target the men. Clones screamed as they were taken off the ship and taken down to the ocean to be eaten for the Kraken's next meal. Their comrades fired at the tentacled with every weapon they could get their hands on. The tentacles ravaged through them like a reaper in a wheat field, dragging off it's victim's or smashing others away. The entire decks were filled with dead, wounded, and desperate men. Anakin and Obi-Wan sliced off tentacles that grabbed at them and men around them. Cody rushed around helping men escape the clutches of the tentacles. At one point a tentacle grabbed a clone, but Cody clung onto him in a tug-of-war match for the life of the clone.

"Don't let me go!" yelled the clone.

"I'm not going to trooper," said Cody. The tentacle won the match and the trooper was dragged outside.

"Shoot me!" yelled the clone. Cody got out his gun, aimed, and fired, grudgingly accepting that what he did was right. He rushed around, firing at tentacles and helping other troopers.

On the upper deck Taran and Ahsoka were dealing with their share of tentacles. The tentacles dragged off men and smashed into others at all times, making the decks slippery with water and blood. Taran and Ahsoka sliced off arms as much as they could, but they were outnumbered by the waves of arms coming at them. Then, disaster struck. As Ahsoka swung her lightsaber at a tentacle about to make off with a trooper a tentacle grabbed onto her ankle. She fell to the deck and started to get dragged off.

"Ahsoka!" yelled Taran. He leaped and dodged through the attacking tentacles nd grabbed onto Ahsoka's hand just as she was at the edge. Taran tried to cut the tentacle holding onto her, but the tentacle was swinging around desperately trying to pull Ahsoka out of his grasp and he knew that if he swung, Ahsoka would get hurt too. The tentacle was slowly winning and it brought her and Taran down, but Taran managed to grasp onto the ledge of the ship, still holding onto Ahsoka.

"I won't let you go!" said Taran. He was slowly losing his grip as the tentacle tried with it's night to bring Ahsoka down. Deciding that Taran was putting up too much resistance the Leviathan sent another tentacle that smashed into Taran like a whip, sending him sliding on the deck When he recovered he looked over the edge to see the spot where Ahsoka had been dragged down. Deciding that it was nowor never Taran jumped in their. Once he hit the surface of the water he saw Ahsoka being dragged down to the waiting mouth of the Kraken. Taran zoomed through the water thanks to his waterbending and sent a current of water that turned sharpe and cut the arm of the tentacle. Ahsoka, now free from it's grasp, swam to Taran and held onto him as he sent them flying back to the surface. They popped out of the water and landed on the deck of the ship, sputtering out water as they regained their footing. They looked around and saw that the tentacles had left. Out of the 300 men of Torrent Company, only 56 were left. Similiar ratios were seen in the gunnery deck.

"Where did it go?" said Anakin. Another lurch from the back of the ship told them where. The Kraken was attempting to lift itself onto the ship from the rear. But Obi-Wan thought of somehting: the engines were on the rear.

"Admiral, start up the engines now," said Obi-Wan. The ship's engines roared to life and heat from the engines began to scorch the tentacles. The monster let go and the _Resolute _began to fly upwards. The men still stationed on the deck ran back into the ship. The _Resolutue _was off and was in the air, taking ff towards space. It passed the atmosphere and started to fly into the space around Mon Calamari.

"We're free, "said Anakin. The men on the ship began to cheer. Taran and Ahsoka went to the gunnery deck and hugged each other, relieved that it was over. But then Taran remembered one thing and pulled away fro Ahsoka, a shocked look on his face.

"What's wrong?" Ahsoka asked.

"Remember when I told you that the Kraken could go in space?" said Taran. Ahsoka realized this and went to warn the others.

"The Kraken can travel through space!" she told them. Her words were right as Obi-Wan and Anakin looked and saw an enormous squid heading for them faster than their engines were going. The ship lurched as the Kraken latched onto the ship and started to pull it back to Mon Calamari at a high speed. They passed through the atmosphere and landed onto the ocean, sending up a huge geyser of water and the crew knocked out in the ship from the impact.


	9. Kraken Attack Part 2

Taran came to five mintues after the ship came down. He looked around at the unconscious bodies in front of him. All around the place were wrecked cannons, twisted metal, cast away weapons, and bodies of troopers who would never see the light of day again. Blood and oil streaked in places and the charred or cut off remains of tentacles littered the place.

_"This is horrible," he thought. _Then, he remembered what Dooku had said in the base.

_"And the only way to stop it is to either surrender or sacrifice the boy. _And then later _"Tell Cyneran that your blood is in his hands." _Taran looked at the dark mark imprinted in the palm of his right hand. Now he knew what Dooku meant, themark was a way for the Kraken to target him. It wasn't after anyone but him. The others had resisted and some had paid for it with their lives, and Ahsoka had almost been eaten. Taran knew what he had to do. He walked out of the gunnery deck to finish what had started. A few minutes after he had left Obi-Wan and everyone else came to. The loudspeaker crackled on.

"General, the ship is damaged and we have a 30 degree list," said Wulffe.

"How are the engines?" said Obi-Wan.

"Not looking good. Our only way is to contact the Mon Calamari and have them make repairs. We still don't know where the Leviathan went," said Wulffe.

"If it comes back, we won't have anyway to stop it," said Anakin.

"Sir, we still have the turrets," said Rex.

"And what good will that do Rex? That thing took laser cannons at point-blank range. nce thoses are gone then we'll have nothing left to fight with," Anakin.

"Where's Taran?" said Ahsoka. The loudspeaker cracked on.

"General, there's someone walking on the deck," said Wulffe.

"Who?" asked Obi-Wan.

"Cyneran." said Wulffe. Ahsoka gasped and rushed to the deck, followed by the others. When she got there she saw Taran sitting cross-legged near the edge.

"Taran, don't do this," she pleaded coming up to him.

"I have to, otherwise you guys are goners too," said Taran sadly. "This fight is between me and beastie."

"Padawan, listen to Ahsoka," said Obi-Wan.

"Master, that thing is after me," said Taran motioning to his hand where the imprint was. The water in front of him started to bubble and a tentative tentacle came up.

"Go now!" he shuted. He blew a gust of air that sent everyone back into the ship and activated his lightsaber, looking at the Kraken. It's mouth showed and was level with, it's rows of teeth posing menacingly in front of him and tentacles waving in the air.

"Hello beastie," said Taran and then he charged. The fight was on.

Taran cut away at the tentacles attacking him. He watched as the monster shireked in pain, it's arms now cut in half. It sen a volley of more tentacles at Taaran, who dodged them all and jumped in the air to shoot off some gusts of air at the creature to infuriate it. Taran bended some water into ice to land on and turned off his lightsaber to waterbend. He sent a sahrp wave at the Kraken that cut some of it's arms off and a part of it's body. The moster shrieked and heaved two of it's biggest tentacles at Taran. The tentacles smashed down onto the ice, but Taran was in the air and landed down on top of the tentacles. The Kraken heaved and twisted it's tentacles to get him off, but Taran jumped off and landed on the creature's head. He turned on his lightsaber and begin to cut pieces of the head off. The Kraken got it's tentacles and smashed them down on Taran. He dove out of the way and the tentacles smacked in full force on the Kraken's wounds. The creature let out a tremondous roar and it's eyes shown red with pain and anger.

Taran leapt onto another tentacle and started to cut some more away, but he didn't notice a tentacle slithering in the water behind him. The tentacle came out and grabbed him, wrapping itself around him and lifting him uo in front of the mouth. The others ran out in order to help him, but before they got there the tentacle flung Taran into it's mouth.

"Taran!" yelled Anakin, Obi-Wan, and Ahsoka. They activated their lightsabers and attacked some of the tentacles laying on the side of the ship while Rex and Cody shot their guns at the creatures head. The creature turned to them and howled, and everyone saw that Taran was clinging on to dear life on one of the creature's teeth. He saw the creature swatting at his loved ones and began to get angry. Little did he know was that that anger was triggering something else inside him. The monster closed it's mouth to protect from the blaster fire hitting it, but then it stopped it's attack on the others and it's eyes got wide. When the others saw this they wondered what was going on. Then the creature opened it's mouth again and they saw a whitish-blue glow. They knew what it was becuase they had seen it on Telos IV (The first story New Apprentice). Taran's eyes and tattoos were glowing and he let go of the tooth he was holding on and floated in the air still in the vicinity of the mouth. Then his hands burned with fire and he dove into the monster's belly.

The monster closed it's mouth again and looked like it had swallowed a cold pill. Then flames streaked out from all over it, charbroiling it and causing it to howl in agony. Then air was sucked in through the holes and and nothing happened. Then the Kraken blew up into pieces as if a bomb had went off in it. Chunks went flying everywhere and a few landed on the partly capsized _Resolute_. The only thing left of the creature was floating pieces of flesh and a bit of the body. Taran was nowhere to be seen.


	10. Aftermath

The group looked around in the water, but Taran was nowhere to be seen.

"It's too late, he's gone," said Anakin solemnly, anger and sadness apparent on his face. Ahsoka had tears forming in her eyes. Rex and Cody hung their heads down. Obi-Wan looked like he was on the verge of tears as well, but was trying despearately to contain it. Rex got down on his knees and banged his fist on the deck. Padme was crying too.

"He was my best friend," said Ahsoka.

"I think he was all of ours," said Anakin.

"He was the best Padawan learner I ever had (Anakin gives him a look), okay one of the best," said Obi-Wan.

"The kid, okay Taran, he made everyday of mine hell, but it was a funny hell," said Rex grudgingly.

"He helped me out in so many of those campaigns," said Cody. "Now he's gone."

"I never even got to say goodbye," said Ahsoka. Anakin put her head on her shoulder as she cried, his head glistening with some tears of his own. Padme got on his other shoulder too, sobs racking her body.

"Let's go, we have to get the ship repaired," said Obi-Wan, though a deep sorrow was etched on hsi face too. They turned to leave. Ahsoka took one last look at the ocean, but then turned her head away. As she turned some ripples were forming in the ocean near the edge of the ship. Everyone turned their head as the surface bubbled. Thinking the Kraken may not be all the way dead they readied their weapons. Then the bubbling stopped and a body heaved it's way out of the water, sputtering water out if his mouth and struggling to regain breath.

"Taran!," everyone said. They raced to him and Rex pulled out him away from the edge onto the deck. When Taran regained his breath Rex punched him in the shoulder.

"Ow Rex, is this how you always greet people?" said Taran.

"Don't ever almost die on my watch again kid," said Rex. Rex helped im to his feet. "How did that happen?"

"When I exited out of the Avatar state I blacked out. When I came to I was 40 feet below the surface. I had to bend my way back and I wound up here where you assaulted me," said Taran. Ahsoka rushed over and hugged him tightly.

"Don't ever scare me like that again," she said.

"Not planning on it," said Taran, returning the hug. Then it got weirder when everyone else got into the hug.

"Taran, don't ever do that again," said Obi-Wan and Anakin.

"At least you don't have to worry about the Kraken anymore, just gotta figure out what to do with the remains," said Taran.

"We could eat it," said Rex. Everyone gave him a WTF look.

"Rex, did those tentacles do some brain damage to you?" said Taran.

"Naw, I'm just messing with you kid," said Rex.

"So what happens now?" asked Taran.

"Well, we need to contact the Mon Calamari and ask them for repairs in order for the ship to get underway," said Obi-Wan.

"And after that?" said -Wan shrugged.

"You know we never did finish our vacation," said Taran. Everyone's eyes lit up.

"Why not here, the sunset is really beautiful here, and Mon Calamari is one of the most beautiful planets to visit in your life," said Padme.

"I don't think we have to call the Mon Calamari just yet," said Anakin. "How fast can the ship go on the surface?"

"42 nauts," said Obi-Wan.

"That's all the time we need," said Anakin. Obi-Wan, Rex, and Cody left.

"So how are you feeling Taran?" asked Padme.

"Now I can add eeaten alive to the list," said Taran. Padme chuckled.

"You know Anakin, you never did show me what living on a cruiser this size is like," said Padme, a little glint in her eyes.

"Well I can show you now, I got a tension in my back and I'm thinking you can get it out," said Anakin. They left Taran and Ahsoka on the deck.

"I swear, there's something going on between those two," said Taran.

"I think they think the same thing for us," said Ahsoka.

"What do you mean?" said Taran.

"On Naboo me and her had a talk and we had an understanding," said Ahsoka. Taran eyes lit up.

"How do girls do that?" said Taran as they walked back into the ship.

"It's a girl thing, you wouldn't understand," she said.

"And I never want to," said Taran. They walked back into his room, but saw it was trashed up. Apparently a lone tentacle had found it's way in there.

"Does every little bad thing happen to me?!" he exclaimed.

"Well think about it, now you can redecorate it the way you want to," said Ahsoka. Taran looked at her.

"I like you," he said. "Where would I be without the neverending sarcasm?"

"On the top of the most annoying list," she said. Taran chuckled a bit and looked at her.

"What happens if we can't continue this?" said Taran.

"We'll worry about that later, right now let's just think of you and me," she said, her fingers lacing in with his. "Now where we on Naboo?" she asked coyly.

"I think I was attacking your neck," said Taran as their bodies touched.

"Taran Cyneran, you are a naughty boy," she said.

"Maybe you can show me how to be nice," he said. They pulled in, brownish pink lips meeting grey, bonded together like they would always be.


	11. Epilogue

**Sorry I was a day late, had to work. Review this story please and I'll see you next week on Saturday with the next story. Also, December the 6th is my birthday, I'm turning 16!!!! Wish me luck in the future.**


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